Harmony - South African High Court rules against Harmony Release Date: 20/05/2005 16:14:01 Code(s): HAR Harmony - South African High Court rules against Harmony
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
("Harmony")
20 May 2005
South African High Court rules against Harmony
Harmony notes with surprise the judgment of the Witwatersrand Local Division of
the High Court of South Africa to the effect that Harmony"s subsequent offer for
Gold Fields lapsed at midnight on 18 December 2004. Accordingly, the subsequent
offer is no longer in force and no further Gold Fields shares tendered into the
subsequent offer will be settled. Acceptances in respect of 22,927 Gold Fields
shares were settled by Harmony on Tuesday, 17 May 2005, in accordance with the
provisions of the offer and the Securities Regulation Code. Harmony will
investigate the need and mechanisms for unwinding such settlements.
Harmony will decide whether or not to appeal the judgment after having had an
opportunity to consider the reasons given for the judgment. Given the
situation, Harmony does not see any merit in becoming embroiled in a costly
legal process unnecessarily.
The ruling has no effect on the early settlement offer. Accordingly, following
its early settlement offer, and including the acceptances referred to above,
Harmony owns a total of 56,629,409 Gold Fields shares representing approximately
11.5% of the entire issued share capital of Gold Fields.
CE Bernard Swanepoel said: "Whilst I am surprised that the High Court reached
this decision, the impact on Harmony is minimal. The judgment impacts only on
those Gold Fields shareholders that have accepted the subsequent offer. Harmony
had already chosen not to pay the price indicated by the prevailing market ratio
as this would have resulted in too great a transfer of value to Gold Fields
shareholders and would have been contrary to Harmony"s commitment to always act
in the best interests of its shareholders. Our bid was neither value destroying
nor anything other than a legitimate offer from one set of shareholders to
another designed to assist the South African gold mining industry on its
inevitable course to consolidation.
Following the offer, we now have a substantial asset in our Gold Fields shares,
currently worth about R3.6 billion, and look forward to concrete evidence that
the Gold Fields" board has a coherent strategy in place to deliver on any of its
promises in a manner that is in the best interests of all of its shareholders,
now including Harmony."
ENDS
Issued by (direct line, mobile, email):
Harmony Gold
Ferdi Dippenaar +27 11 684 0140 +27 82 807 3684
Brenton Saunders +27 11 684 0140
Vusi Magadana +27 11 684 0140
South Africa - Beachhead Media & Investor Relations
Jennifer Cohen + 27 11 214 2401 +27 82 468 6469 jennifer@bmsa.co.za
Patrick Lawlor +27 11 214 2410 +27 82 459 6709 patrick@bmsa.co.za
United States - Financial Dynamics Business Communications
Hollis Rafkin-Sax +1 212 850 5789 +1 917 509 0255 hrafkin-sax@fd-us.com
Torie Pennington +1 212 850 5629 +1 917 838 1369 tpennington@fd-us.com
United Kingdom - Financial Dynamics Business Communications
Nic Bennett +44 207 269 7115 +44 7979 536 619 nic.bennett@fd.com
Charles Watenphul +44 207 269 7216 +44 7866 438 013 charles.watenphul@fd.com
US Information Agent - MacKenzie Partners, Inc
Daniel Burch +212 929 5500 proxy@mackenziepartners.com
Steve Balet +800 322 2885
Unless the context otherwise requires, the definitions contained in the offer
document or the registration statement sent to Gold Fields shareholders have the
same meaning in this announcement.
The directors of Harmony accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Harmony (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
In connection with the proposed acquisition of Gold Fields, Harmony has filed a
registration statement (File no: 333-120975) on Form F-4 (which was declared
effective by the Securities and Exchange Commission ("SEC") on February 28,
2005) and filed a final prospectus, dated February 25, 2005, with the SEC
pursuant to Rule 424(b)(3) of the Securities Act of 1933, to register the
Harmony ordinary shares (including Harmony ordinary shares represented by
Harmony American Depositary Shares ("ADSs")) to be issued in exchange for Gold
Fields ordinary shares held by Gold Fields shareholders located in the United
States and for Gold Fields ADSs held by Gold Fields shareholders wherever
located, as well as a Statement on Schedule TO. Investors and holders of Gold
Fields securities are strongly advised to read the registration statement, the
related exchange offer materials and the final prospectus, the Statement on
Schedule TO and any other relevant documents filed with the SEC, as well as any
amendments and supplements to those documents, because they contain important
information. Investors and holders of Gold Fields securities may obtain free
copies of the registration statement, related exchange offer materials, the
final prospectus and the Statement on Schedule TO, as well as other relevant
documents filed or to be filed with the SEC, at the SEC"s web site at
www.sec.gov. Investors and holders of Gold Fields securities will receive
information at an appropriate time on how to obtain transaction-related
documents for free from Harmony or its duly designated agent. The final
prospectus and other transaction-related documents may be obtained for free from
MacKenzie Partners, Inc., the information agent for the U.S. offer, at the
following address: 105 Madison Avenue, New York, New York 10016; telephone 1
(212) 929 5500 (call collect) or 1 (800) 322 2885 (toll-free call); e-mail
proxy@mackenziepartners.com.
This communication is for information purposes only. It shall not constitute an
offer to purchase or exchange or the solicitation of an offer to sell or
exchange any securities of Gold Fields or an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities of Harmony, nor shall
there be any sale or exchange of securities in any jurisdiction in which such
offer, solicitation or sale or exchange would be unlawful prior to the
registration or qualification under the laws of such jurisdiction. The
distribution of this communication may, in some countries, be restricted by law
or regulation. Accordingly, persons who come into possession of this
communication should inform themselves of and observe these restrictions. The
solicitation of offers to buy Gold Fields ordinary shares (including Gold Fields
ordinary shares represented by Gold Fields ADSs) in the United States will only
be made pursuant to a prospectus and related offer materials that Harmony has
sent to holders of Gold Fields securities. The Harmony ordinary shares
(including Harmony ordinary shares represented by Harmony ADSs) may not be sold,
nor may offers to buy be accepted, in the United States prior to the time the
registration statement becomes effective. No offering of securities shall be
made in the United States except by means of a prospectus meeting the
requirements of Section 10 of the United States Securities Act of 1933, as
amended.
Date: 20/05/2005 04:14:07 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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